Report 2010 - Italcementi Group

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Questions on the items on the agenda: shareholders can also submit questions on the items on the agenda before the meeting. In order to facilitate the appropriate development and preparation of the Meeting, such questions must be received by the end of the fourth open market day before the Meeting date on first call (i.e. by April 13 th , 2011) by means of a registered letter sent to the headquarters (Corporate Affairs Department – at the above mentioned address) or by sending notice to email address affari.societari@italcementi.it along with a notification issued by an Intermediary who can prove the entitlement of the voting right. Questions submitted before the meeting are answered during the Meeting at the latest. The Company can provide with a sole answer to questions having the same content. Supplements to the agenda: according to the applicable law and the company bylaws, shareholders who, even jointly, own at least one fortieth of share capital represented by shares with voting rights, can request in writing, within 10 days from the publication of this notice of call, for supplements to the Meeting agenda, stating in their application which further issues are being suggested. Requests must be sent by means of registered letter to the headquarters (Corporate Affairs Department – to the above mentioned address) or by sending notice to email address affari.societari@italcementi.it, along with a notification issued by an Intermediary who can prove the legitimacy to supplement the items on the agenda. A report on the items whose examination is proposed, must be delivered to the Board of Directors by the same deadline and following the same procedure. The supplement to the items on the agenda will be published, following the same procedure provided for the publication of this notice of call, at least 15 days before the Meeting date on first call; at the same time, the report drafted by shareholders who made the request will be publicly available, along with any remarks of the Board of Directors. A supplement to the agenda is not accepted for items on which the Meeting, under the applicable law, resolve upon proposal of the directors or based on Board’s project or report. * * * With reference to the fifth item on the agenda, it should be noted that, since this is a mere integration of the Board of Directors with the appointment of only one new member, the Meeting shall resolve upon the proposal according to legal majorities and therefore without the application of the List Vote. * * * The Meeting Documents, required by applicable laws and regulations, will be made publicly available, according to legal deadlines, at the registered offices, at Borsa Italiana S.p.A. and on the Company website www.italcementigroup.com: In particular: * 1 st item on the agenda – ordinary items: 21 free days before the meeting on first call; * 2 nd and 3 rd item on the agenda – ordinary items: 21 days before the meeting on first call; * 4 th , 5 th , 6 th and 7 th item on the agenda – ordinary items: 30 days before the meeting on first call; 16
2010 Annual Report Presentation General information Italcementi S.p.A. Directors, Officers and Auditors 6 Consolidated Annual Report Professional profiles of the members of the Board Corporate Governance of Directors and Board of Statutory Auditors 7 Notice of Call 14 Italcementi Group in the world 18 Highlights 20 Italcementi S.p.A. on the Stock Exchange 21 * 1 st and 2 nd item on the agenda – extraordinary items: 21 days before the meeting on first call. Shareholders have the right to review all the documents filed with the registered offices, and to obtain a copy of them. * * * The regularity of the Meeting and the validity of its resolutions on the items on the agenda are governed by law. The company share capital is equal to € 282,548,942, divided into 177,117,564 ordinary shares and 105,431,378 savings shares with a face value of € 1 each. When this notice is published, the number of ordinary shares representing share capital with voting rights, therefore net of 3,793,029 own ordinary shares held by the company, is equal to 173,324,535. The Board of Directors (Notice published on 16 th March 2011 in “Il Sole - 24 Ore” and in the Company’s website) 17 www.italcementigroup.com
Page 1 and 2: 2010 Annual Report
Page 3 and 4: 2010 Annual Report Italcementi S.p.
Page 5 and 6: In the past three financial years w
Page 7 and 8: 2010 Annual Report Presentation Gen
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Page 28 and 29: Directors’ report Following the a
Page 30 and 31: Significant events for the year Sig
Page 32 and 33: Business and financial performance
Page 34 and 35: Fourth-quarter sales volumes and in
Page 36 and 37: Revenues and operating results Cont
Page 38 and 39: Total comprehensive income In 2010,
Page 40 and 41: Net debt breakdown (in millions of
Page 42 and 43: 2010 to the Internal Control Commit
Page 44 and 45: Conformity risks The Group is subje
Page 46 and 47: constraints imposed by the stringen
Page 48 and 49: The construction sector reported a
Page 50 and 51: ASIA Thailand India Others (1) Tota
Page 52 and 53: The reduction arose essentially as
Page 54 and 55: Turkey Work continued in 2010 to ob
Page 56 and 57: variable amount. The fixed amount i
Page 58 and 59: Information systems The three-year
Page 60 and 61: Raw materials and alternative fuels
Page 62 and 63: Engineering, technical assistance,
Page 64 and 65: serves public companies and institu
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Set Group Holding represents a sign
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Financial statements Balance sheet
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Statement of comprehensive income (
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Consolidated cash flow statement No
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21. Deferred tax 22. Net debt 23. O
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no longer generate goodwill, nor ga
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Subsidiaries Subsidiaries are compa
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1.5. Translation of foreign currenc
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1.10. Intangible assets Intangible
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deferred tax assets are reviewed at
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Pending publication of a standard/i
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2. Exchange rates used to translate
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4. Operating segment disclosure The
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Operating segments The table below
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The table below sets out other segm
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Assets 5 Property, plant and equipm
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6.2 Goodwill testing Goodwill acqui
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“Concessions” are amortized ove
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9. Other equity investments This no
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12. Trade receivables (in thousands
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17. Dividends paid Dividends declar
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The movements in defined benefit li
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20. Provisions Non-current and curr
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22.1 Loans and borrowings Loans and
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) in the third quarter of 2010, Ita
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v) in the third quarter of 2010, Ci
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Fair value - hierarchy In determini
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In 2009 and 2010, in view of the su
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22.4 Interest-rate risk Notional va
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22.6 Exposure to exchange-rate risk
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22.8 Hedge Accounting The effects a
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At December 31, 2010, the average m
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25. Goods and utilities expenses Go
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The following table sets out the de
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The reconciliation between the theo
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34. Transactions with related parti
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36. Cash flow statement 36.1. Cash
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38. Considerations to the Independe
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Annex 1 The following table has bee
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Company Registered office Share cap
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Representation form pursuant to art
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Financial statements Balance sheet
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Statement of comprehensive income (
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Cash flow statement 2010 2009 (euro
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Transactions with related parties o
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Summary of resolutions The Annual G
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Extraordinary session: 1) to amend
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Report on Corporate Governance and
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c) Significant shareholders as disc
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In the event of presentation of mor
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By resolution of June 20 th , 2007,
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d) Analysis of controls at process
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8) the various company functions, w
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knowledge of the company and its dy
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Emilio Zanetti * Unione di Banche I
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at their request, the Chief Executi
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The lists must be presented at the
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- for the simultaneous replacement
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Within the Board of Directors, the
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their level of agreement has been m
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The Board of Directors, with the as
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TABLE 2 BOARD OF STATUTORY AUDITORS
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Code of ethics The Code, approved f
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only if the unrelated shareholders
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EQUITY INVESTMENTS OF DIRECTORS, ST
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parent company, on a regular basis,
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Stock option plan for directors - 2
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Based on the opinion of the Committ
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g) Share capital increase; disposal
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Italcementi S.p.A. will have a pre-
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iii) approving for each assignee th
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216
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Annex 1 Highlights from the most re
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(in thousands of euro) Full name Po
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STOCK OPTIONS GRANTED TO DIRECTORS
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CIMENTS FRANÇAIS S.A. Options held
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Corporate bodies resulting from the
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italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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